Terms of Sale

This Agreement sets out the terms and conditions applicable both (i) to the Token Sale of SNIPS TOKENS by SNIPS and (ii) to the ownership of SNIPS TOKENS.

The Token Sale may be conducted via email or on the Platform, or by any other means, at SNIPS’ discretion. A User will be deemed to have accepted this Agreement when the User makes a payment order using an Accepted Means of Payment as per SNIPS’ instructions received via email or as described on the Platform.

Any subsequent purchaser of SNIPS TOKENS agrees to abide by these terms as regards the possession and use of SNIPS TOKENS.

The information contained on the official Project website (https://snips.ai) and on other communication platforms (forums, social medias or blogs) are descriptive and non-binding, and do not form part of this Agreement.

Definitions

Capitalized terms in this Agreement shall be defined as follows:

Accepted Means of Payment means a payment in (i) the following accepted cryptocurrencies: Ethereum (ETH) or Bitcoin (BTC).

Agreement means this document and its Appendices.

Appendix means an appendix to the Terms of Sale.

Bonus means any additional Snips Tokens attributed, at Snips’ discretion, to a User upon purchase.

Documentation means the materials documentation describing the Project, as may be updated by SNIPS from time to time, available on the https://token.snips.ai website.

Lock-Up Period means the period during which certain Snips Tokens may be unavailable for use.

MainNet means the production version of the Snips Blockchain.

Opening Date means the date from which Snips Tokens may be purchased in a given Sale.

Period means one of the periods of the Token Sale described in this Agreement.

Platform means the online platform operated by SNIPS, available at token.snips.ai, on which Snips Tokens may be sold in the context of the Token Sale.

Product means the product developed and built by SNIPS in the context of the Project as further described by Snips in its public channels, and as may change over time as the Project evolves.

Project means the project developed by SNIPS that uses Snips Tokens, as further described by Snips in its public channels, and as may evolve over time.

Purchase Date means the date on which a payment order towards a purchase of Snips Tokens is made by a User, thereby signifying acceptance of this Agreement.

Restricted Country means China, any country where American or European Union embargoes or sanctions are in force, and any other country SNIPS may add for legitimate reasons from time to time.

Smart Contract means a computer protocol to digitally facilitate, verify or enforce the performance of a contract, running on a blockchain, allowing trackable and irreversible transactions without third parties.

Snips Tokens means the tokens, the name of which may change from time to time, purchased by a User, initially in an “off chain” form (prior to creation and allocation), then as ERC20 tokens, and which may be swapped for native SNIPS coins once the Snips Blockchain MainNet is live.

Snips Blockchain means Snips’ blockchain.

Token Sale or Sale means the sale of Snips Tokens to be used by Users to access features of the Project and Product.

Token Sale Pool means the total number of Snips Tokens.

User means each purchaser of a Snips TOKEN in the context of the Token Sale. The term shall also be read to include any subsequent purchaser of Snips Tokens where relevant.

Principles

SNIPS has developed the Project, which uses Snips Tokens to finance the development of the Project and enable Users to use certain features of the Product. SNIPS is proposing to sell Snips Tokens in the context of the Token Sale. The Token Sale Pool is of 5 billion Snips Tokens. The Sale will continue indefinitely, including beyond the day the MainNet is launched.

Disclaimers

This Agreement does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering, a share/equity offering or an offering of securities in any jurisdiction.

No Partnership. By receiving Snips Tokens, no form of partnership, joint venture or any similar relationship between the Users and SNIPS and/or other individuals or entities involved with the setting up of the Project is created.

Changes

Unilateral changes to the Project. The User understands and accepts that any description of the Project is not a final or binding document, that the Project is subject to evolution. The Project will be governed by their own terms of use in the future, which will be subject to Users’ approval. However, even in the event where a User does not wish to use the Project or Product, the current Agreement will still apply with regards to the User’s possession and use of any Snips Tokens held by the User.

Unilateral changes to the Token Sale. The User also understands that the parameters and the details of the Token Sale set out in this Agreement may change from time to time. Notice of such changes will be provided on the Platform. Where applicable consumer laws require SNIPS to do so, Users will be informed of substantial changes to the terms of this Agreement with sufficient notice to allow them to sell their Snips Tokens, resulting in the termination of the Agreement, should they not wish to accept them.

Snips Tokens - No Ownership, Revenue or Governance Rights

Usage License. The purchase of Snips Tokens carries no right expressed or implied other than a limited, transferable right (license) to use them, if and to the extent the Project is successfully completed and subject to the terms and conditions set out in this Agreement.

No Ownership, Revenue or Corporate Governance Rights. In particular, the User understands and accepts that Snips Tokens do not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or corporate governance right in or relating to the SNIPS company or any entity, nor any intellectual property rights in the Project or Product.

Snips Tokens - Purchase, Creation and Allocation

Snips Tokens are available for purchase exclusively through the Platform or authorized partners. Users who record a request for tokens prior to the Token Sale Opening Date will be invited to participate in the Token Sale once it opens if they otherwise meet the criteria for participating in the Token Sale defined by SNIPS and if Snips Tokens remain to be sold.

Snips Tokens are available for purchase exclusively through the Platform or authorized partners. Users who record a request for tokens prior to the Token Sale Opening Date will be invited to participate in the Token Sale once it opens if they otherwise meet the criteria for participating in the Token Sale defined by SNIPS and if Snips Tokens remain to be sold.

In any case, Users must provide an Ethereum wallet address to which the Snips Tokens can be sent. This address should not be the address of a currency exchange (e.g. Coinbase, Kraken, Poloniex). Users must also complete a KYC (“know your customer”) procedure in order to verify their identity. Snips will not bear any responsibility if Snips Tokens are not delivered because the address provided was not a valid Ethereum wallet address.

As a condition for completing a purchase of Snips Tokens:

(i) Users may not be citizens or residents of a Restricted Country. In the event SNIPS adds a new country to the list of Restricted Countries after a User who is a resident or a citizen of that country completes a purchase, but before the User’s Snips Tokens are issued and allocated, SNIPS will refund the User’s payment in full (minus applicable transaction fees);

(iii) Users must successfully complete any designated AML process related to the source of the Accepted Means of Payment and/or Ethereum or blockchain wallet used to make a purchase or receive Snips Tokens

Users acknowledge that, once a purchase is completed, the corresponding number of Snips Tokens will be issued and allocated no sooner than after fourteen-day withdrawal period has expired since the Purchase Date and any chargeback period applicable to the Accepted Means of Payment used by a User has expired. Users who effectively waive their right to withdrawal or who do not benefit from the right to withdrawal may receive their Snips Tokens before expiry of the withdrawal period described above. The timing conditions set out above are automatically applied through a Smart Contract on the Ethereum Blockchain.

The Snips Tokens will be issued and allocated on the Ethereum Blockchain. Users acknowledge that the nature of the technology used may still cause some delay between the purchase being completed and the Snips Tokens being issued and allocated, even where all the conditions set out above are met.

The corresponding Snips Tokens will be sent to the User’s Ethereum wallet address provided at the time of purchase. Users will be sent a notification that their Snips Tokens are available at their Ethereum wallet address. Users will be able to access, use and transfer their Snips Tokens using a private key associated with their Ethereum wallet address.

Any Bonus Snips Tokens attributed to Users with their purchase become liquid and may only be used in relation to the Project and/or transferred by Users after the expiry of the applicable Lock-up Period, if any. In any event, Snips Tokens purchased by a User are transferable only only starting from the date on which the Snips Tokens are issued as ERC20 tokens.

Subject to the right of withdrawal if applicable, Users understand and accept that all Snips Token purchases are final as of the Purchase Date. Users are bound by this Agreement for the duration of their ownership of Snips Tokens. In the event a User chooses to transfer the Snips Tokens the User holds to a third party, this Agreement will be considered transferred to the subsequent purchaser and terminated as regards the User (subject to survival of the terms of this Agreement that inherently survive termination of the Agreement).

By purchasing Snips Tokens, Users will not receive money or other compensation for any Snips Tokens that are not used or remain unused.

During the Token Sale, SNIPS may at any time interrupt, suspend, delay, or cancel the creation and allocation of Snips Tokens at its own discretion, in particular for security reasons.

Price, Conversion Rate. The price per Snips Token is 0.026 Euro for the current Token Sale, but may change depending on decisions made for the benefit of the Project, and which will be communicated to Snips Token holders with reasonable notice. For payments made in ETH and BTC, the conversion rate from Euros is fixed at the Purchase Date.

Right of withdrawal. Where a User qualifies as a consumer for the purposes of European Union law, the User has the right to withdraw from this Agreement within 14 days of the Purchase Date without giving any reason. To exercise their right of withdrawal, Users must inform SNIPS (SNIPS SAS, 18 Rue Saint Marc, 75002 Paris, France, email: token.sale@snips.ai) of their decision to withdraw from this Agreement through an unequivocal statement (e.g. a letter sent by post or e-mail). Users may use the model withdrawal form (Appendix 1), but it is not obligatory. To meet the withdrawal deadline, it is sufficient for a User to send the communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.

Should a User withdraw from this Agreement, SNIPS shall reimburse to the User all payments received, including the costs of delivery if applicable (with the exception of the supplementary costs resulting from their choice of a type of delivery other than the least expensive type of standard delivery offered by SNIPS), without undue delay and in any event not later than 14 days from the day on which SNIPS is informed about the User’s decision to withdraw from this contract. SNIPS will carry out such reimbursement using the same Accepted Means of Payment as the User used for the initial transaction, unless the User expressly agrees otherwise. While Users will not incur any fees charged by SNIPS as a result of such reimbursement, certain networks or exchanges may charge Users transaction fees, depending on the Accepted Means of Payment used by the User.

Snips Tokens - Utility

Snips Tokens are so-called “utility” tokens, which may be used to participate in the Project governance, interact with the Project, and/or to use the Product, as further described in the Documentation. Uses of Snips Tokens include, without limitation, network governance, interactions with the SNIPS app store (purchasing, curating, publishing, reviewing apps), machine learning activities (processing data, training models, contributing data), and data generation (producing data, purchasing data), as well as any further uses as may be introduced by SNIPS from time to time.

The uses described above are subject to evolution and change at SNIPS’ discretion or at the discretion of the community of Snips Token holders in the context of the Project’s governance.

Snips Tokens are only for use in connection with the Project and only constitute a transferable representation of attributed functions specified in the Project. The purchase of Snips Tokens carries no rights expressed or implied other than the right to use Snips Tokens within the Project as described above, if successfully completed and deployed.

Representation and Warranties of User

By purchasing Snips Tokens, Users represent and warrant that:

They have legal competence to accept and to perform this Agreement, and that the User’s mastery of the English language is sufficient to allow him or her to fully understand the meaning and implications of the terms and conditions set out in this Agreement;

They are not a citizen or resident of a Restricted Country, or of any country whose legislation conflicts with the present allocation of Snips Tokens and/or the SNIPS Project in general;

They have a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like Bitcoin (BTC) and Ether (ETH), and blockchain-based software systems;

They understand and accept that the consensus mechanism securing the Ethereum Blockchain may change in the future, and the stakeholders who are in control of the Ethereum Blockchain may also change as a result;

They will use a wallet that technically supports the Snips Tokens and understands that he or she will not be able to access his or her Snips Tokens without a technically compatible wallet;

They understand and accept that they may not be allowed to participate in the Token Sale or that their purchase may be revoked if they do not comply with the rules set out in this Agreement or if SNIPS, in its own discretion, has a legitimate reason to do so;

They will take sole responsibility for any restrictions and risks associated with accepting and performing these terms and conditions;

They are not buying Snips Tokens for the purpose of speculative investment;

They are not obtaining or using Snips Tokens for any illegal purposes;

They are purchasing the functionality of the Snips Tokens to be able to be part of the Project as described in this Agreement and by SNIPS from time to time in the context of the Project;

To the extent permissible under applicable law, they waive the right to participate in a class action lawsuit or a class-wide arbitration against SNIPS or any individual involved with the purchase of Snips Tokens;

They understand that the purchase of Snips Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;

They understand that the purchase of Snips Tokens and the development of the SNIPS Project carries significant financial, regulatory and reputational risks as further set forth in this Agreement and agree to bear that risk;

They understand that the characteristics listed above of the Token Sale can change to adapt to the demand;

They understand and expressly accept that there is no warranty whatsoever on Snips Tokens, the Smart Contracts and/or the success of the SNIPS Project, expressed or implied, to the extent permitted by law, and that Smart Contracts are used and Snips Tokens are obtained at the sole risk of the User on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose. SNIPS undertakes to have a security audit conducted to test the Smart Contract technology’s robustness. Users understand and accept that the security audit does not amount to any form of warranty, including direct or indirect warranties that the Smart Contract system and the Snips Tokens are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of ETH or Snips Tokens.

Users understand that it is their sole responsibility to keep their private key safe and that they may not share it with anybody. Users further understand that if their private key is lost or stolen, the Snips Tokens associated with their Ethereum wallet address will be unrecoverable and will be permanently lost. Furthermore, Users understand that there is no recovery mechanism for lost keys, so no one, even SNIPS, will be able to help Users retrieve or reconstruct a lost private key or provide the User with access to any lost Snips Tokens.

SNIPS Project Performance

SNIPS may engage subcontractors to perform the entire or partial development and performance of this Agreement and of the SNIPS Project. SNIPS may decide in its sole discretion how to allocate the sums received in payment for Snips Tokens in order to develop and perform the SNIPS Project and Product.

Users shall not have any expectation of influence over governance on the SNIPS Project other than via applicable Project governance mechanisms.

Users understand and accept that the SNIPS Project will require substantial development work as part of which it may undergo significant conceptual, technical and commercial changes before release. The User understands and accepts that an upgrade of the Ethereum Blockchain may occur in the future (hard-fork) and that SNIPS has no control over it. Should a User decide not to participate in such an upgrade, the User may no longer be able to use his or her Snips Tokens, as non-upgraded Snips Tokens may lose their functionality in full.

Users understand and accept to bear the risks in connection with transferring Accepted Means of Payment to SNIPS and purchasing Snips Tokens as set forth herein. In particular, without limitation, Users understand and knowingly accept to bear the following inherent risks:

The User understands and accepts that the blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology-based applications, including regulations impacting the User’s right to purchase or hold Snips Tokens.

The User understands and accepts that the Sale of Snips Tokens and the development of the SNIPS Project may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). The User therefore understands that there is no assurance that, even if the SNIPS Project is partially or fully developed and launched, the User will receive any benefits through the Snips Tokens held by him or her.

The User understands and accepts that the Snips Tokens have no intrinsic value other than its utility in relation to the Project.

Snips Tokens can only be accessed by using an Ethereum (ETH) wallet with a combination of User’s account information (Ethereum wallet email) and private key or any other technical means specified by SNIPS from time to time, including prior to the Snips Tokens being transferred to the Snips Blockchain. The User understands and accepts that if his private key is lost or stolen, the User’s Snips Tokens associated with that key will be unrecoverable and permanently lost.

The User understands and accepts that the Smart Contract system concept, the underlying software application and software platform (i.e. the Ethereum Blockchain) may be exposed to attacks by hackers or other individuals that could result in theft or loss of ETH or Snips Tokens, impacting the ability to develop the SNIPS Project and/or to use the Snips Blockchain and/or the Snips Tokens.

The User understands and accepts that, as with other cryptocurrencies, the blockchain used for the smart contract system is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks.

The User understands and accepts that the SNIPS ecosystem may use an in-built decentralized governance system. For these reasons, it is possible that the governance system adopt proposals that have an adverse effect on the useful functioning of the SNIPS ecosystem and/or the value of Snips Tokens. If the governance system is attacked, or becomes controlled either directly or indirectly by some party who makes unwise decisions, or the community generally makes unwise decisions, the value of Snips Tokens held by a User might be greatly reduced or even permanently lost.

Reporting

SNIPS will provide a reporting structure that gives each holder of Snips Tokens appropriate transparency on what has been achieved with the proceeds from the Token Sale, as well as the status of the Project. The SNIPS network will provide Snips Token holders with up to date information, which will be made accessible on its website.

Taxation

Users bear the sole responsibility to determine if their purchase, ownership or use of Snips Tokens, the potential appreciation or depreciation in the value of Snips Tokens over time (if any), the allocation of Snips Tokens and/or any other action or transaction related to the SNIPS Project have tax implications for them.

By purchasing, holding or using Snips Tokens, and to the extent permitted by law, Users agree not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the purchase, ownership or use of Snips Tokens or any other action or transaction related to the SNIPS Project.

No Liability

Users agree that, to the fullest extent permitted by any applicable law, they will not hold any developers, auditors, contractors or founders of the Snips Tokens, the Smart Contract system and/or SNIPS liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, Snips Tokens or the Smart Contract system under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that developers, auditors contractors or founders of the Smart Contract system, the Snips Tokens and/or the SNIPS Project shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the Smart Contract system, the SNIPS Project and/or Snips Tokens.

Users further specifically acknowledge that developers, auditors, contractors or founders of the Snips Tokens, Smart Contract system and/or the SNIPS Project are not liable, and Users agree not to seek to hold them liable, for the conduct of third parties, including other purchasers of Snips Tokens, and that the risk of purchasing, holding and using Snips Tokens rests entirely with Users.

By purchasing, holding or using Snips Tokens, and to the extent permitted by law, Users agree not to hold SNIPS or any third party (including developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the purchase, ownership or use of Snips Tokens or any other action or transaction related to the SNIPS Project.

Force Majeure

The User understands that SNIPS will not be liable to the User for any breach hereunder, including for failure to deliver or delays in delivery of the Services, occasioned by causes beyond the control of SNIPS including but not limited to unavailability of materials, strikes, labour slowdowns and stoppages, labour shortages, lockouts, fires, floods, earthquakes, storms, droughts, adverse weather, riots, thefts, accidents, embargoes, war (whether or not declared) or other outbreak of hostilities, worldwide epidemics, financial crisis, civil strife, acts of governments, acts of God, governmental acts or regulations, orders or injunctions, or other reasons, whether similar or dissimilar to the foregoing, including those qualifying as force majeure under applicable law (each a “Force Majeure Event”).

Applicable Law and Jurisdiction

THESE TERMS SHALL BE GOVERNED BY FRENCH LAW IN EVERY PARTICULAR INCLUDING FORMATION, INTERPRETATION AND PERFORMANCE, AND THEY SHALL BE DEEMED TO HAVE BEEN MADE IN FRANCE. ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR WITH THE DEVELOPMENT AND PERFORMANCE OF THE SNIPS PROJECT SHALL BE BROUGHT BEFORE THE COMMERCIAL COURT OF PARIS. This Agreement shall be deemed to have been made in France. Any interpretation will be based on the doctrine and rules of the French authorities, and especially the French Autorité des Marchés Financiers (AMF).

Miscellaneous

Users agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Agreement, which shall continue to be in full force and effect.

The Agreement governs the purchase, ownership and use of Snips Tokens and supersedes any public statements about the launch of Snips Tokens and/or the Smart Contract system made by anyone in the past, present and future.

This Agreement was executed in English language. The English language version of this Agreement will prevail over any translation to another language that may be provided under any circumstances.

For any communication concerning this Agreement, the purchase of the Snips Tokens, or the development and performance of the SNIPS Project, SNIPS may only be contacted by registered mail at its offices located 18 Rue Saint Marc, 75002 Paris, France or by email: token.sale@snips.ai. Any other form of communication will be null, non-valid and will not be opposable to SNIPS or to anyone.